2018 New Jersey Revised Statutes
Title 42 - PARTNERSHIPS AND PARTNERSHIP ASSOCIATIONS
Chapter 2B
Section 42:2B-19 - Restated certificate of formation
Section: 42:2B-19: Restated certificate of formation
19. a. A limited liability company may, at any time, integrate into a single instrument all of the provisions of its certificate of formation which are then in effect and operative as a result of there having previously been filed in the office of the Secretary of State one or more certificates or other instruments pursuant to this act and it may at the same time also further amend its certificate of formation by adopting a restated certificate of formation.
b. If a restated certificate of formation merely restates and integrates but does not further amend the initial certificate of formation, as previously amended or supplemented by any instrument that was executed and filed pursuant to this act, it shall be specifically designated in its heading as a "Restated Certificate of Formation" together with such other words as the limited liability company may deem appropriate and shall be executed by an authorized person and filed as provided in section 17 of this act in the office of the Secretary of State. If a restated certificate restates and integrates and also further amends in any respect the certificate of formation, as previously amended or supplemented, it shall be specifically designated in its heading as an "Amended and Restated Certificate of Formation" together with such other words as the limited liability company may deem appropriate and shall be executed by at least one authorized person, and filed as provided in section 17 of this act in the office of the Secretary of State.
c. A restated certificate of formation shall state, either in its heading or in an introductory paragraph, the limited liability company's present name, and, if it has been changed, the name under which it was originally filed, and the future effective date (which shall be a date certain not more than 30 days after the date of filing) of the restated certificate if it is not to be effective upon the filing of the restated certificate. If a restated certificate only restates and integrates and does not further amend a limited liability company's certificate of formation and there is no discrepancy between the existing certificate of formation and the restated certificate, it shall state that fact as well.
d. Upon the filing of a restated certificate of formation with the Secretary of State, or upon the future effective date or time of a restated certificate of formation as provided for therein, the initial certificate of formation, as amended or supplemented, shall be superseded; the restated certificate of formation, including any further amendment or changes made thereby, shall be the certificate of formation of the limited liability company, but the original effective date of formation shall remain unchanged.
e. Any amendment or change effected in connection with the restatement and integration of the certificate of formation shall be subject to any other provision of this act, not inconsistent with this section, which would apply if a separate certificate of amendment were filed to effect such amendment or change.
L.1993,c.210,s.19.
